Exhibit (d)(6)
Execution Version
MASTER CUSTODIAN AGREEMENT
Between
Each BlackRock Entity Listed in Appendix A
And
State Street Bank and Trust Company
Dated as of December 31, 2018
TABLE OF CONTENTS
Page | ||||||
1. | DEFINITIONS | 3 | ||||
2. | EMPLOYMENT OF CUSTODIAN | 5 | ||||
3. | ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES | 6 | ||||
4. | PROVISIONS RELATING TO RULES17F-5 AND17F-7 | 8 | ||||
5. | ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES | 11 | ||||
6. | FOREIGN EXCHANGE | 14 | ||||
7. | TAX SERVICES | 16 | ||||
8. | PAYMENT FOR SALES OR REDEMPTIONS OF PORTFOLIO INTERESTS | 17 | ||||
9. | PROPER INSTRUCTIONS | 18 | ||||
10. | ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY | 19 | ||||
11. | [RESERVED] | 19 | ||||
12. | RECORDS | 19 | ||||
13. | FUND’S INDEPENDENT ACCOUNTANTS; REPORTS | 20 | ||||
14. | CUSTODIAN’S STANDARD OF CARE; EXCULPATION | 20 | ||||
15. | COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY INTEREST | 23 | ||||
16. | EFFECTIVE PERIOD AND TERMINATION | 24 | ||||
17. | SUCCESSOR CUSTODIAN | 25 | ||||
18. | REMOTE ACCESS SERVICES ADDENDUM | 26 | ||||
19. | LOAN SERVICES ADDENDUM | 26 | ||||
20. | GENERAL | 26 |
-2-
MASTER CUSTODIAN AGREEMENT
This Agreement is made as of December 31, 2018 (this “Agreement”), between each BlackRock entity identified on Appendix A and each BlackRock entity which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
WITNESSETH:
WHEREAS, each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and
WHEREAS, the Custodian is willing to provide the services upon the terms contained in this Agreement;
SECTION 1.DEFINITIONS. In addition to terms defined in Section 4.1 (Rule17f-5 and Rule17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:
“1940 Act” means the Investment Company Act of 1940, as amended from time to time.
“Board” means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment advisers.
“Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com”.
“Domestic securities” means securities held within the United States.
“Foreign securities” means securities primarily held outside of the United States.
“Held outside of the United States” means not held within the United States.
“Held within the United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or itssub-custodian, agent or nominee or is endorsed to the Custodian or itssub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or itssub-custodian, agent or nominee at an office located in the United States, or (iii)
-3-
has given rise to a security entitlement of which the Custodian or itssub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.
“Investment Advisor” means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.
“On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
“Portfolio” means (a) in relation to a Fund that is a series organization, a series of the Fund and (b) in relation to a Fund that is not a series organization, the Fund itself.
“Portfolio Interests” means beneficial interests in a Portfolio.
“Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Fund, the Fund’s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.
“SEC” means the U.S. Securities and Exchange Commission.
“Series organization” means an organization that, pursuant to the statute under which the organization is organized, has the following characteristics: (a) the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records to be maintained for each series that identify the property of or associated with the series, (b) debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization.
“UCC” means the Uniform Commercial Code of the State of New York as in effect from time to time.
“Underlying Portfolios” means a group of investment companies as defined in Section 12(d)(1)(G)(ii) of the 1940 Act.
-4-
“Underlying Shares” means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered “investment companies” (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).
“Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.
“U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a “clearing corporation” as defined inSection 8-102 of the UCC.
SECTION 2.EMPLOYMENTOF CUSTODIAN.
SECTION 2.1GENERAL. Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Portfolios and (b) other assets of each of the Portfolios that the Custodian agrees to treat as financial assets. Each Fund, on behalf of each of its Portfolios, agrees to deliver, or cause to be delivered, to the Custodian (i) all securities and cash of each Portfolio, (ii) all other assets of each Portfolio that the Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the Portfolios will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept or treat any asset that is not a security or cash as a financial asset.
SECTION 2.2SUB-CUSTODIANS. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as asub-custodian for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institutionsub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent orsub-custodian of the Custodian for purposes of this Agreement.
SECTION 2.3RELATIONSHIP. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Portfolio is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio. The Custodian does not otherwise agree to treat cash as financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.
-5-
SECTION 3.ACTIVITIESOFTHE CUSTODIANWITH RESPECTTO PROPERTY HELDINTHE UNITED STATES.
SECTION 3.1HOLDING SECURITIES. The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Portfolio, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian in the United States, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties hereunder and the Custodian shall be responsible for the acts and omissions of its agents hereunder as if performed by the Custodian hereunder. The Custodian may at any time or times in its discretion remove a bank or trust company as the Custodian’s agent.
SECTION 3.2REGISTRATIONOF SECURITIES. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or anysub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian shall utilize reasonable efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
SECTION 3.3BANK ACCOUNTS. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Portfolio, other than cash maintained by the Portfolio in a deposit account established and used
-6-
in accordance with Rule17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 3.4COLLECTIONOF INCOME. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited.
SECTION 3.5DELIVERY OUT. The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.
SECTION 3.6DEPOSITOF FUND ASSETSWITHTHE UNDERLYING TRANSFER AGENT. Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodian’s only responsibilities with respect to the Underlying Shares shall be limited to the following:
1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Portfolio. |
2) | Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodian’s books and records. |
-7-
3) | Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Portfolio, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodian’s books and records. |
SECTION 3.7PROXIES. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Portfolio, if the securities or other financial assets are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.
SECTION 3.8COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to,opt-out notices andproof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Fund.
SECTION 4.PROVISIONS RELATINGTO RULES 17F-5AND 17F-7.
SECTION 4.1.DEFINITIONS. As used in this Agreement, the following terms have the following meanings:
“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
-8-
“Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.
“Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule17f-5.
“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule17f-7.
“Foreign Assets” means, in relation to a Portfolio, any of the Portfolio’s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Portfolio in those investments.
“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule17f-5.
“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.
“Rule17f-5” means Rule17f-5 promulgated under the 1940 Act.
“Rule17f-7” means Rule17f-7 promulgated under the 1940 Act.
SECTION 4.2.THE CUSTODIANAS FOREIGN CUSTODY MANAGER.
4.2.1DELEGATION. Each Fund, by resolution adopted by its Board, has delegated to the Custodian, subject to Section (b) of Rule17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation (the Custodian, in such delegated capacity, the Foreign Custody Manager). By giving at least 30 days’ prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.
4.2.2EXERCISEOF CAREAS FOREIGN CUSTODY MANAGER. The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.
4.2.3FOREIGN CUSTODY ARRANGEMENTS.The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain
-9-
the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended by the Foreign Custody Manager from time to time upon notice to the Funds in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.
4.2.4SCOPEOF DELEGATED RESPONSIBILITIES:Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. The liability of the Foreign Custody Manager with respect to the acts or omissions of an Eligible Foreign Custodian is addressed in Section 14.4. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund.
4.2.5REPORTING REQUIREMENTS.The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by making available to the Fund an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2, make a written report to the Board containing a notification of the change.
4.2.6REPRESENTATIONS.The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule17f-5. Each Fund represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country.
-10-
4.2.7TERMINATIONBYA PORTFOLIOOFTHE CUSTODIANAS FOREIGN CUSTODY MANAGER.By giving at least 30 days’ prior written notice to the Custodian, a Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Portfolio.
SECTION4.3MONITORINGOF ELIGIBLE SECURITIES DEPOSITORIES. The Custodian shall (a) provide the Fundor its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule17f-7 and (b) monitor such risks on a continuing basis and promptly notify the Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule17f-7.
SECTION 5.ACTIVITIESOFTHE CUSTODIANWITH RESPECTTO PROPERTY HELD OUTSIDETHE UNITED STATES.
SECTION5.1.HOLDING SECURITIES. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System, and shall provide or make available information to a Portfolio and such other persons as a Portfolio may designate with respect to the registration status of each Fund’s securities and a record of securities held by each Portfolio and such Portfolio’s respective interest therein. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those securities and other financial assets as belonging to the Portfolio and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.
SECTION5.2.REGISTRATIONOF FOREIGN SECURITIES. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. Each Fund on behalf of a Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.
-11-
SECTION5.3.INDEMNIFICATIONBY ELIGIBLE FOREIGN CUSTODIANS. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At a Fund’s election, a Portfolio shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name with respect to an Eligible Foreign Custodian.
SECTION 5.4BANK ACCOUNTS.
5.4.1GENERAL. The Custodian shall identify on its books as for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain such cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to the laws of the State of New York. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency.
5.4.2NON-U.S. BRANCHAND NON-U.S. DOLLAR DEPOSITS. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at anon-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in anon-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in thenon-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by anon-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of anon-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.
-12-
SECTION5.5.COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Portfolio shall be entitled. If extraordinary measures are required to collect the income or payment, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.
SECTION 5.6.TRANSACTIONSIN FOREIGN CUSTODY ACCOUNT.
5.6.1DELIVERY OUT. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of, and in accordance with, Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Portfolio only upon receipt of, and in accordance with, Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made.
5.6.2MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.
5.6.3SETTLEMENT PRACTICES. The Custodian shall provide to the Fundor its Investment Advisor the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.
SECTION5.7SHAREHOLDER OR BONDHOLDER RIGHTS.The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights, including delivery to the Fund of any proxies, proxy soliciting materials and all applicable notices, with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in
-13-
the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.
SECTION5.8.COMMUNICATIONS.The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund for the Portfolio, including, but not limited to,opt-out notices andproof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Fund.
SECTION 6.FOREIGN EXCHANGE.
SECTION6.1.GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
SECTION6.2.FUND ELECTIONS. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with asub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicablesub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in
-14-
connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
SECTION6.3.FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or anysub-custodian, SSGM and each suchsub-custodian:
(i) | shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; |
(ii) | shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and |
(iii) | shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by thesub-custodian from time to time. |
SECTION6.4.TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
SECTION 6A.CONTRACTUAL SETTLEMENT SERVICES (PURCHASE/SALES).
SECTION 6A.1GENERAL. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.
SECTION6A.2PROVISION oF SERVICES. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
-15-
SECTION6A.3PURCHASE CONSIDERATION. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market in accordance with prevailing standards for transactions by institutions. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
SECTION6A.4SALES AND REDEMPTIONS. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market in accordance with prevailing standards for transactions by institutions. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
SECTION 6A.5.REVERSALS oF PROVISIONAL CREDITS oR DEBITS. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.
SECTION 7.TAX SERVICES.
SECTION 7.1FUND INFORMATION. Each Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages or proposes to engage in investment activity or where Portfolio assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, the Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.
-16-
SECTION 7.2TAX RESPONSIBILITY. The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.
SECTION 7.3TAX RELIEF. The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Subject to the preceding sentence and compliance by the Fund with its obligations under Section 7.1, the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities for the benefit of the Fund. The Custodian shall provide information on reduction at source and tax reclaim processing in its Tax Entitlement Service Overview made available to the Fund on the Custodian’s customer portal, “my.statestreet.com.” The Custodian shall maintain tax entitlement accruals for possible tax benefits available in markets of investment and monitor tax entitlements and tax reclaim accruals based on existing situations in markets of investment with respect to the Fund’s entitlements. The Custodian shall facilitate communications to the Fund’s local tax consultants and Eligible Foreign Custodians with respect to reporting, payment and filing requirements regarding capital gains processing. Unless otherwise informed by the Fund, the Custodian shall be entitled to categorize a Fund in the relevant tax category according to its nationality, particulars of its organization and other relevant details supplied by the Fund.
SECTION 8.PAYMENTSFOR SALES oR REDEMPTIONSOF PORTFOLIO INTERESTS.
SECTION 8.1PAYMENTFOR PORTFOLIO INTERESTS ISSUED. The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Fund’s transfer agent (the “Transfer Agent”) and deposit into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of the Portfolio and the Transfer Agent of any receipt of the payments by the Custodian.
-17-
SECTION 8.2PAYMENTFOR PORTFOLIO INTERESTS REDEEMED. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holder’s Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.
SECTION 9.PROPER INSTRUCTIONS.
SECTION 9. 1FORM AND SECURITY PROCEDURES. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization giving the instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Fund’s failure to do so shall not affect the Custodian’s authority to rely on the oral instructions.
Section 9.2RELIANCE ON OFFICER’S CERTIFICATE. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.
Section 9.3UNTIMELY PROPER INSTRUCTIONS. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.
-18-
SECTION 10.ACTIONS PERMITTEDWITHOUT EXPRESS AUTHORITY.
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each Portfolio:
1) | Make payments to itself or others for normal and routine expenses to facilitate the settlement of securities transactions that are customary in the markets in which the Fund is trading and relating to the Custodian’s duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; |
2) | Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form; |
3) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
4) | In general, attend to allnon-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board. |
SECTION 11.RESERVED.
SECTION 12.RECORDS.
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules31a-1 and31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the Custodian’s personnel as witnesses, the Fund agrees to pay the Custodian for the Custodian’s reasonable time and expenses, as well as the reasonable fees and expenses of the Custodian’s counsel, incurred in responding to such request, order or requirement. The Custodian shall, to the extent permitted by law, provide notice to the applicable Fund promptly after receipt of any request for records by an entity other than such Fund. Upon request, the Custodian shall provide the applicable Fund with an update on the fees and expenses incurred in responding to any such requests for records.
-19-
SECTION 13.FUND’S INDEPENDENT ACCOUNTANTS; REPORTS.
SECTION 13.1OPINIONS. The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s FormN-1A or FormN-2, as applicable, and other annual reports to the SEC and with respect to any other requirements thereof.
SECTION 13.2REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801,Reporting on Controls at a Service Organization(formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule38a-1 of the 1940 Act or similar legal and regulatory requirements.
SECTION 14.CUSTODIAN’S STANDARDOF CARE; EXCULPATION.
14.1STANDARDOF CARE. In carrying out the provisions of this Agreement, the Custodian shall act (i) with reasonable care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Custodian provides for itself and its affiliates (“Affiliates”) with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to the services provided under this Agreement. Subject to the terms of the Agreement, including any exculpatory language, the Custodian shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless and to the extent the Custodian fails to exercise such standard of care. Upon the occurrence of any event that causes or that the Custodian believes or a Portfolio reasonably believes will imminently cause any loss, damage or expense to any Portfolio, the Custodian (i) shall take and (ii) shall take all reasonable steps to cause any applicablesub-custodian to take all commercially reasonable steps (to the extent consistent with the Custodian’s obligations pursuant to Rules17f-5 and17f-7, as applicable) to mitigate the effects of such event and to avoid continuing harm to a Portfolio.
14.2RELIANCEON PROPER INSTRUCTIONS. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may
-20-
refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.
14.3OTHER RELIANCE. The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Fund or any third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to the advice; provided, however, that with respect to the reliance on such reasonable advice and the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the standard of care set forth above. The Custodian and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel.
14.4LIABILITYFOR FOREIGN CUSTODIANSAND U.S. SUB-CUSTODIANS. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian and of any domesticsub-custodian selection by the Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund elects to invest. If a Fund directs the Custodian to appoint a specific domesticsub-custodian, the Custodian shall, with respect to such domesticsub-custodian, be responsible only for losses arising from its own failure to meet the standard of care set forth in Section 14.1.
14.5INSOLVENCYAND COUNTRY RISK. The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian or U.S.sub-custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk.
14.6FORCE MAJEUREAND THIRD PARTY ACTIONS. The Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b) errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or
-21-
omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or a domesticsub-custodian designated by a Fund pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’ssub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodian’ssub-custodians, nominees or agents includingnon-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
14.7INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES. Notwithstanding any other provision set forth herein, in no event shall the Custodian be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.
14.8DELIVERYOF PROPERTY. The Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.
14.9NO INVESTMENT ADVICE. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by a Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf.
14.10COMMUNICATIONS. Subject to Section 14.1, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.
-22-
14.11LOANED SECURITIES. Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled, except as may otherwise be mutually agreed to in writing between the Custodian and a Fund.
14.12TRADE COUNTERPARTIES. A Fund’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Fund’s sole risk, and the Custodian shall not be obligated to make demands on the Fund’s behalf if the Fund’s counterparty defaults. If a Fund’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Fund’s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.
SECTION 15.COMPENSATIONAND INDEMNIFICATIONOF CUSTODIAN; SECURITY INTEREST.
SECTION. 15.1 COMPENSATION. The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 15.2INDEMNIFICATION. Each Portfolio severally and not jointly agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in a manner consistent with the standard of care set forth in Section 14.1, including, without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund, the Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio. If a Fund on behalf of a Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable therefor, the Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian.
SECTION 15.3SECURITY INTEREST. Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund’s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Portfolio by or
-23-
through the Custodian. The obligations include, without limitation, the Fund’s obligations to reimburse the Custodian if the Custodian or any of its Affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, as well as the Fund’s obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Portfolio’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund’s payment or reimbursement obligations, whether contingent or otherwise.
SECTION 16.EFFECTIVE PERIOD AND TERMINATION.
SECTION 16.1TERM. This Agreement shall remain in full force and effect for an initial term of one (1) year from the effective date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms. Following the Initial Term, this Agreement may be terminated by any Fund or Portfolio upon no less than ninety (90) days’ prior written notice to the Custodian, or by the Custodian upon no less than 180 days’ prior written notice to the applicable Fund or Portfolio.
SECTION 16.2TERMINATION. Either party may terminate this Agreement as to a Fund or a Portfolio: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to thenon-breaching party, within 60 days’ written notice being given by thenon-breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.
SECTION 16.3PAYMENTS OWINGTOTHE CUSTODIAN. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) any Fund’s termination of this Agreement with respect to such Fund or a Portfolio of the Fund in any manner other than as set forth in Section 16.1 or 16.2 or (b) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or
-24-
Portfolio (or its respective successor), the applicable Fund shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to the Fund or Portfolio) and shall reimburse the Custodian for its other fees, expenses and charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s or Portfolio’s cash and its securities and other financial assets as set forth in Section 17.
SECTION 16.4EXCLUSIONS. No full term payment will be required pursuant to clause (b) of Section 16.3 in the event of any transaction consisting of (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of the Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable or that the liquidation is in the best interest of the Fund or such Portfolio, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another organization or series, or (c) the sale by a Fund or Portfolio of all or substantially all of its assets to another organization or series and, in the case of a transaction referred to in the foregoing clause (b) or (c) the applicable Funds provide 90 days’ prior written notice in advance of the closing date of any such transactions.
SECTION 16.5EFFECTOF TERMINATION. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement.
SECTION 17.SUCCESSOR CUSTODIAN.
SECTION 17.1SUCCESSOR APPOINTED. If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.
SECTION 17.2NO SUCCESSOR APPOINTED. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Portfolio in accordance with the Proper Instructions.
SECTION 17.3NO SUCCESSOR APPOINTEDAND NO PROPER INSTRUCTIONS. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and
-25-
to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio.
SECTION 17.4REMAINING PROPERTY. If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existingagreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.
SECTION 17.5RESERVES. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian.
SECTION 18.REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
SECTION 19.LOAN SERVICES ADDENDUM. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
SECTION 20.GENERAL.
SECTION 20.1GOVERNING LAW. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the State of New York, without giving effect to any conflict of laws rules.
SECTION 20.2 [RESERVED]
SECTION 20.3PRIOR AGREEMENTS; AMENDMENTS. This Agreement supersedes all prior agreements between each Fund on behalf of each of the Fund’s Portfolios and the Custodian relating to the custody of the Fund’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
-26-
SECTION 20.4ASSIGNMENT; DELEGATION. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Notwithstanding the foregoing, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an Affiliate of the Custodian upon ninety (90) days’ prior written notice to the Fund. The Custodian shall retain the right to employ its Affiliates to provide or assist it in the provision of any part of the services described herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of any Fund. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to provide the services stated herein to the Funds upon the prior written consent of the Funds. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate includesub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian’s third party technology, providers of market infrastructure, and othernon-affiliated entities that provide similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions ofsub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.
SECTION 20.5INTERPRETIVEAND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Fund’s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.
SECTION 20.6ADDITIONAL FUNDSAND PORTFOLIOS.
20.6.1ADDITIONAL FUNDS. If any management investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.
-27-
20.6.2ADDITIONAL PORTFOLIOS. If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which the Fund desires the Custodian to render services as custodian under the terms of this Agreement, the Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder.
SECTION 20.7THE PARTIES; REPRESENTATIONSAND WARRANTIES. All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.
20.7.1FUND REPRESENTATIONSAND WARRANTIES. Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
20.7.2CUSTODIAN REPRESENTATIONSAND WARRANTIES. The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it; and (f) it has and will maintain at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian of the portfolio securities of each Portfolio.
SECTION 20.8NOTICES. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
-28-
To any Fund: | c/o BLACKROCK FINANCIAL MANAGEMENT, INC. | |
100 Bellevue Parkway | ||
Wilmington, DE 19809-3700 | ||
Attention: Neal Andrews | ||
Telephone:302-797-6179 | ||
To the Custodian: | STATE STREET BANKAND TRUST COMPANY | |
100 Summer Street | ||
Boston, MA 02110 | ||
Attention: Anthony Ostler | ||
Telephone:617-664-9797 | ||
with a copy to: | ||
STATE STREET BANKAND TRUST COMPANY | ||
Legal Division – Global Services Americas | ||
One Lincoln Street | ||
Boston, MA 02110 | ||
Attention: Senior Vice President and Senior Managing Counsel |
SECTION 20.9COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.
SECTION 20.10SEVERABILITY; NO WAIVER. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
SECTION 20.11CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is
-29-
disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
SECTION 20.12USEOF DATA.
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its Affiliates) may collect and store information regarding the Funds or Portfolios (“Fund Information”) and share such Fund Information with its Affiliates, agents, delegates and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between a Fund and the Custodian or any of its Affiliates and (ii) to carry out the internal management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance.
(b) Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
SECTION 20.13DATA PRIVACY. The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone numberplus (i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
-30-
SECTION 20.14 LIMITATIONON LIABILITYOF TRUSTEES.Notice is hereby given that this Agreement is not executed on behalf of any directors or trustees of any Fund as individuals, and the obligations of this Agreement are not binding on any of the directors, trustees, officers, shareholders or partners of any Fund individually, but are binding only upon the property of each Fund or Portfolio. In relation to each Fund which is a business trust, this Agreement is executed and made by the Trustees of the Fund not individually, but as trustees under the Declarations of Trust of the Fund and the obligations of this Agreement are not binding upon any of such Trustees or upon any of the shareholders of the Fund individually, but bind only the trust estate of the Fund. The Custodian agrees that no shareholder, director, trustee, officer or partner of any Fund may be held personally liable or responsible for any obligations of any Fund arising out of this Agreement.
SECTION 20.15REPRODUCTIONOF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 20.16REGULATION GG. Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
SECTION 20.17SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
-31-
YES ☐ | The Custodian is authorized to release the Fund’s name, address, and share positions. | |
NO ☒ | The Custodian is not authorized to release the Fund’s name, address, and share positions. |
[Remainder of the page intentionally left blank]
-32-
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
EACH OF ENTITIES SET FORTH ON APPENDIX A HERETO |
By: | ![]() |
Name: | Neal J. Andrews | |
Title: | CFO |
STATE STREET BANK AND TRUST COMPANY |
By: | ![]() |
Name: | Andrew Erickson | |
Title: | Executive Vice President |
Appendix A
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
Open-End Funds
BLK Ticker | Custody | |||||
BlackRock California Municipal Series Trust | ||||||
1. | BlackRock California Municipal Opportunities Fund | BR-CAMO | LCP2 | |||
BlackRock FundsSM | ||||||
2. | BlackRock Advantage Emerging Markets Fund | BR_EMR-AGG | 0CNC | |||
3. | BlackRock Emerging Markets Equity Strategies Fund | BR_EMES-AG | 0CRC | |||
4. | BlackRock Global Long/Short Equity Fund | BR_GLS-AGG | 0CNK | |||
5. | BlackRock Impact U.S. Equity Fund | BR_IMPR3 | 89iE | |||
6. | BlackRock Total Emerging Markets Fund | BR_EMAL-AG | 0CPC | |||
7. | iShares Developed Real Estate Index Fund | MF_DRE | 0CiE | |||
8. | iShares Edge MSCI Min Vol EAFE Index Fund | BR_MVEAFE | 0CiO | |||
9. | iShares Edge MSCI Min Vol USA Index Fund | BR_MVUSA | 0CiN | |||
10. | iShares Edge MSCI Multifactor Intl Index Fund | BR_MFINT | 0CiM | |||
11. | iShares Edge MSCI Multifactor USA Index Fund | BR_MFUSA | 0CiL | |||
12. | iShares Edge MSCI USA Momentum Factor Index Fund | BR_USAMF | 0CiP | |||
13. | iShares Edge MSCI USA Quality Factor Index Fund | BR_USAQF | 0CiQ | |||
14. | iShares Edge MSCI USA Size Factor Index Fund | BR_USASF | 0CiR | |||
15. | iShares Edge MSCI USA Value Factor Index Fund | BR_USAVF | 0CiS | |||
16. | iShares MSCI Asia ex Japan Index Fund | MF_AASXJ | 0CiD | |||
17. | iShares MSCI Developed World Index Fund | MF_URTH | 0CiA | |||
18. | iShares Municipal Bond Index Fund | BR-NMDX | 0CiV | |||
19. | iShares RussellMid-Cap Index Fund | MF_IWR | 0CiB | |||
20. | iShares RussellSmall/Mid-Cap Index Fund | MF_SMC | 0CiG | |||
21. | iShares Short-Term TIPS Bond Index Fund | BR_TIPS0 | 0CiH | |||
22. | iShares Total U.S. Stock Market Index Fund | MF_IWV | 0CiF | |||
BlackRock Funds III | ||||||
23. | BlackRock LifePath Dynamic Retirement Portfolio | FF_MIPRET | 0BC0 | |||
24. | BlackRock LifePath Dynamic 2020 Portfolio | FF_MIP2020 | 0BC2 | |||
25. | BlackRock LifePath Dynamic 2025 Portfolio | FF_MIP2025 | 0CJA | |||
26. | BlackRock LifePath Dynamic 2030 Portfolio | FF_MIP2030 | 0BC3 | |||
27. | BlackRock LifePath Dynamic 2035 Portfolio | FF_MIP2035 | 0CJB | |||
28. | BlackRock LifePath Dynamic 2040 Portfolio | FF_MIP2040 | 0BC4 | |||
29. | BlackRock LifePath Dynamic 2045 Portfolio | FF_MIP2045 | 0CJD | |||
30. | BlackRock LifePath Dynamic 2050 Portfolio | FF_MIP2050 | 0BC5 | |||
31. | BlackRock LifePath Dynamic 2055 Portfolio | FF_MIP2055 | 0CJE | |||
32. | BlackRock LifePath Dynamic 2060 Portfolio | FF_MIP2060 | 0CS1 | |||
33. | BlackRock LifePath Index Retirement Portfolio | FFIRET | 0CMA | |||
34. | BlackRock LifePath Index 2020 Portfolio | FFI2020 | 0CMB | |||
35. | BlackRock LifePath Index 2025 Portfolio | FFI2025 | 0CMD | |||
36. | BlackRock LifePath Index 2030 Portfolio | FFI2030 | 0CME | |||
37. | BlackRock LifePath Index 2035 Portfolio | FFI2035 | 0CMF | |||
38. | BlackRock LifePath Index 2040 Portfolio | FFI2040 | 0CMG | |||
39. | BlackRock LifePath Index 2045 Portfolio | FFI2045 | 0CMH |
A-1
40. | BlackRock LifePath Index 2050 Portfolio | FFI2050 | 0CMi | |||
41. | BlackRock LifePath Index 2055 Portfolio | FFI2055 | 0CMJ | |||
42. | BlackRock LifePath Index 2060 Portfolio | FFI2060 | 0CMY | |||
43. | iShares Russell 1000Large-Cap Index Fund | FFMFR1IN | 0CMN | |||
44. | iShares S&P 500 Index Fund | FF-WFSPX | 0BC7 | |||
45. | iShares MSCI Total International Index Fund | FFACXUS | 0CHX | |||
46. | iShares U.S. Aggregate Bond Index Fund | FF-WFBIX | 0BC6 | |||
BlackRock Funds IV | ||||||
47. | BlackRock Alternative Capital Strategies Fund | BR-ACS-AG | 0CQK | |||
48. | BlackRock Impact Bond Fund | BR-IMPBD | 89iF | |||
BlackRock Funds V | ||||||
49. | BlackRock Emerging Markets Bond Fund | BR-EMDHD | 89KF | |||
50. | BlackRock Emerging Markets Local Currency Bond Fund | BR-EMDLCL | 89KG | |||
BlackRock Funds VI | ||||||
51. | BlackRock CoreAlpha Bond Fund | FFMIPCORA | 0CHU | |||
BlackRock Mid Cap Dividend Series, Inc. | ||||||
52. | BlackRock Mid Cap Dividend Fund | BR_MVO_AG | LCP0 | |||
BlackRock Municipal Bond Fund, Inc. | ||||||
53. | BlackRock High Yield Municipal Fund | BR-HYMUNI | LCP6 | |||
54. | BlackRock National Municipal Fund | BR-NATL | LCP8 | |||
55. | BlackRock Short-Term Municipal Fund | BR-STMUNI | LCP9 | |||
BlackRock Municipal Series Trust | ||||||
56. | BlackRock Strategic Municipal Opportunities Fund | BR-SMO-AG | 89KC | |||
BlackRock Multi-State Municipal Series Trust | ||||||
57. | BlackRock New Jersey Municipal Bond Fund | BR-NJMUNI | 8969 | |||
58. | BlackRock New York Municipal Opportunities Fund | BR-NYMO | 8938 | |||
59. | BlackRock Pennsylvania Municipal Bond Fund | BR-PAMUNI | 8951 | |||
BlackRock Index Funds, Inc. | ||||||
60. | iShares MSCI EAFE International Index Fund | MF_INTL | LCW1 | |||
61. | iShares Russell 2000 Small-Cap Index Fund | FF_SC | 89Q5 | |||
Master Investment Portfolio | ||||||
62. | Active Stock Master Portfolio | MIPCORE-AG | 0BEC | |||
63. | International Tilts Master Portfolio | INTLLP | 0CR0 | |||
64. | Large Cap Index Master Portfolio | MFR1INDX | 0CML | |||
65. | LifePath Dynamic Retirement Master Portfolio | MIP2000-AG | 0BQC | |||
66. | LifePath Dynamic 2020 Master Portfolio | MIP2020-AG | 0BRC | |||
67. | LifePath Dynamic 2025 Master Portfolio | MIP2025-AG | 0CJC | |||
68. | LifePath Dynamic 2030 Master Portfolio | MIP2030-AG | 0BRK | |||
69. | LifePath Dynamic 2035 Master Portfolio | MIP2035-AG | 0CJK | |||
70. | LifePath Dynamic 2040 Master Portfolio | MIP2040-AG | 0BSC | |||
71. | LifePath Dynamic 2045 Master Portfolio | MIP2045-AG | 0CMC | |||
72. | LifePath Dynamic 2050 Master Portfolio | MIP2050-AG | 0BSK | |||
73. | LifePath Dynamic 2055 Master Portfolio | MIP2055-AG | 0CMK | |||
74. | LifePath Dynamic 2060 Master Portfolio | MIP2060-AG | 0CSK | |||
75. | LifePath Index Retirement Master Portfolio | MIPIRET | 0CLA | |||
76. | LifePath Index 2020 Master Portfolio | MIPI2020 | 0CLB | |||
77. | LifePath Index 2025 Master Portfolio | MIPI2025 | 0CLD | |||
78. | LifePath Index 2030 Master Portfolio | MIPI2030 | 0CLE | |||
79. | LifePath Index 2035 Master Portfolio | MIPI2035 | 0CLF | |||
80. | LifePath Index 2040 Master Portfolio | MIPI2040 | 0CLG | |||
81. | LifePath Index 2045 Master Portfolio | MIPI2045 | 0CLH | |||
82. | LifePath Index 2050 Master Portfolio | MIPI2050 | 0CLi |
A-2
83. | LifePath Index 2055 Master Portfolio | MIPI2055 | 0CLJ | |||
84. | LifePath Index 2060 Master Portfolio | MIPI2060 | 0CLY | |||
85. | S&P 500 Index Master Portfolio | MIPSP | 0BAM | |||
86. | Total Internationalex-U.S. Index Master | MFACXUS | 0CHW | |||
87. | U.S. Total Bond Index Master Portfolio | MIP_AGG | 0BAL | |||
Master Investment Portfolio II | ||||||
88. | CoreAlpha Bond Master Portfolio | MIP_CORA | 0BDY | |||
Quantitative Master Series, LLC | ||||||
89. | Master Small Cap Index Series | MF_SC-AGG | 89QC | |||
90. | BlackRock Equity Dividend Fund | BR_EDF | 8935 | |||
91. | BlackRock Natural Resources Trust | BR_NRT | LCQ2 | |||
92. | BlackRock Strategic Global Bond Fund, Inc. | BR-WI-AGG | 896K | |||
Closed-End Funds | ||||||
93. | BIT Subsidiary, LLC | 89DB | ||||
94. | BlackRock 2022 Global Opportunity Income Trust | BGIO | 89KE | |||
95. | BlackRock California Municipal Income Trust | BFZ | D2H1 | |||
96. | BlackRock Core Bond Trust | BHK-AGG | D2i2 | |||
97. | BlackRock Corporate High Yield Fund, Inc. | HYT | 8986 | |||
98. | BlackRock Credit Allocation Income Trust | BTZ-PREF | D2iM | |||
99. | BlackRock Debt Strategies Fund, Inc. | DSU | LCPI | |||
100. | BlackRock Energy and Resources Trust | BGR | LCXA | |||
101. | BlackRock Enhanced Capital & Income Fund, Inc. | CII-EG | LCXB | |||
102. | BlackRock Enhanced Equity Dividend Trust | BDJ | LCXD | |||
103. | BlackRock Enhanced Global Dividend Trust | BGO | LCXE | |||
104. | BlackRock Enhanced Government Fund, Inc. | EGF | 89E8 | |||
105. | BlackRock Enhanced International Dividend Trust | BGY-AGG | LCXG | |||
106. | BlackRock Floating Rate Income Strategies Fund, Inc. | FRA | 89D9 | |||
107. | BlackRock Floating Rate Income Trust | BGT2 | D2i8 | |||
108. | BlackRock Florida Municipal 2020 Term Trust | BFO | D1Z8 | |||
109. | BlackRock Health Sciences Trust | BME | LCXF | |||
110. | BlackRock Income Trust, Inc. | BKT | 2i14 | |||
111. | BlackRock Investment Quality Municipal Trust, Inc. | BKN | B158 | |||
112. | BlackRock Limited Duration Income Trust | BLW | D2i7 | |||
113. | BlackRock Long-Term Municipal Advantage Trust | BTA | D0Z8 | |||
114. | BlackRock Maryland Municipal Bond Trust | BZM | D0Z3 | |||
115. | BlackRock MassachusettsTax-Exempt Trust | MHE | 89L5 | |||
116. | BlackRock Multi-Sector Income Trust | BIT-AGG | 89K1 | |||
117. | BlackRock Multi-Sector Opportunities Trust Series | MSO-AGG | 89JC | |||
118. | BlackRock Municipal 2020 Term Trust | BKK | D1Z9 | |||
119. | BlackRock Municipal 2030 Target Term Trust | BTT2 | 89R7 | |||
120. | BlackRock Municipal Bond Trust | BBK | D0Z2 | |||
121. | BlackRock Municipal Income Investment Quality Trust | BAF | D1Z5 | |||
122. | BlackRock Municipal Income Investment Trust | BBF | D2H2 | |||
123. | BlackRock Municipal Income Quality Trust | BYM | D1Z4 | |||
124. | BlackRock Municipal Income Trust | BFK | D2H5 | |||
125. | BlackRock Municipal Income Trust II | BLE | D1Z1 | |||
126. | BlackRock Muni Intermediate Duration Fund, Inc. | MUI | 89D5 | |||
127. | BlackRock Muni New York Intermediate Duration Fund, Inc. | MNE | 89D7 | |||
128. | BlackRock MuniAssets Fund, Inc. | MUA | LCQA |
A-3
129. | BlackRock MuniEnhanced Fund, Inc. | MEN | 8928 | |||
130. | BlackRock MuniHoldings California Quality Fund, Inc. | MUC | LCQB | |||
131. | BlackRock MuniHoldings Fund, Inc. | MHD | LCQD | |||
132. | BlackRock MuniHoldings Fund II, Inc. | MUH | LCQE | |||
133. | BlackRock MuniHoldings Investment Quality Fund | MFL | LCQG | |||
134. | BlackRock MuniHoldings New Jersey Quality Fund, Inc. | MUJ | LCQH | |||
135. | BlackRock MuniHoldings New York Quality Fund, Inc. | MHN | LCQJ | |||
136. | BlackRock MuniHoldings Quality Fund, Inc. | MUS | LCQF | |||
137. | BlackRock MuniHoldings Quality Fund II, Inc. | MUE | 89B4 | |||
138. | BlackRock MuniVest Fund, Inc. | MVF | LCQL | |||
139. | BlackRock MuniVest Fund II, Inc. | MVT | LCQM | |||
140. | BlackRock MuniYield Arizona Fund, Inc. | MZA | LCQN | |||
141. | BlackRock MuniYield California Fund, Inc. | MYC | LCQP | |||
142. | BlackRock MuniYield California Quality Fund, Inc. | MCA2 | 8958 | |||
143. | BlackRock MuniYield Fund, Inc. | MYD | LCQR | |||
144. | BlackRock MuniYield Investment Fund | MYF | LCQU | |||
145. | BlackRock MuniYield Investment Quality Fund | MFT | LCQS | |||
146. | BlackRock MuniYield Michigan Quality Fund, Inc. | MIY | LCQV | |||
147. | BlackRock MuniYield New Jersey Fund, Inc. | MYJ | LCQX | |||
148. | BlackRock MuniYield New York Quality Fund, Inc. | MYN | LCQZ | |||
149. | BlackRock MuniYield Pennsylvania Quality Fund | MPA | 8956 | |||
150. | BlackRock MuniYield Quality Fund, Inc. | MQY | 8952 | |||
151. | BlackRock MuniYield Quality Fund II, Inc. | MQT | LCQ1 | |||
152. | BlackRock MuniYield Quality Fund III, Inc. | MYI | 8932 | |||
153. | BlackRock New York Municipal Income Quality Trust | BSE | D1Z7 | |||
154. | BlackRock New York Municipal Bond Trust | BQH | D0Z1 | |||
155. | BlackRock New York Municipal Income Trust | BNY | D2H3 | |||
156. | BlackRock New York Municipal Income Trust II | BFY | D1Z2 | |||
157. | BlackRock Resources and Commodities Strategy Trust | BCX-AGG | LCXH | |||
158. | BlackRock Science & Technology Trust | BST | LCXI | |||
159. | BlackRock Strategic Municipal Trust | BSD | B195 | |||
160. | BlackRock Taxable Municipal Bond Trust | BBN | 89J1 | |||
161. | BlackRock Utilities, Infrastructure & Power Opportunties Trust | BUI | LCXJ | |||
162. | BlackRock Virginia Municipal Bond Trust | BHV | D0Z5 | |||
163. | DSU Subsidiary, LLC | LCSV | ||||
164. | FRA Subsidiary, LLC | 89Y6 | ||||
Money Market Funds | ||||||
BlackRock Financial Institutions Series Trust | ||||||
165. | Summit Cash Reserves Fund | L-SCR | LCRG | |||
BlackRock Funds III | ||||||
166. | BlackRock Cash Funds: Institutional | FFCIXX | 0BBO | |||
167. | BlackRock Cash Funds: Treasury | FFCTXX | 0BBL | |||
SL Liquidity Series, LLC | ||||||
168. | Money Market Series | L-MMS | C7G7 | |||
Funds for Institutions Series | ||||||
169. | BlackRock Premier Government Institutional Fund | FF-L-PI | 89M5 | |||
170. | BlackRock Select Treasury Strategies Institutional Fund | FF-L-SI | 89M2 | |||
171. | BlackRock Treasury Strategies Institutional Fund | FF-L-IF | 89M6 | |||
172. | FFI Government Fund | L-GF | 8902 |
A-4
173. | FFI Treasury Fund | L-TF | 8905 | |||
Retirement Series Trust | ||||||
174. | Retirement Reserves Money Fund | L-RR | LCQ6 | |||
Master Institutional Money Market LLC | ||||||
175. | Master Premier Government Institutional Portfolio | MF_L_PI | 89A1 | |||
176. | Master Treasury Strategies Institutional Portfolio | MF_L_IF | 8901 | |||
Master Investment Portfolio | ||||||
177. | Money Market Master Portfolio | MIPMMF | 0BB3 | |||
178. | Treasury Money Market Master Portfolio | TREASMM | 0BB2 | |||
179. | Ready Assets Government Liquidity Fund | L-RAT | LCQ3 | |||
180. | Ready Assets U.S. Treasury Money Fund | BR-TSYMM | LCQ4 | |||
Cayman Subsidiaries | ||||||
181. | BlackRock Cayman Emerging Markets Allocation Fund, Ltd. | BR_EMAL-KY | 0CPE | |||
182. | BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. | BCX-CA | LCXH | |||
183. | Strategic Global Bond Fund (Cayman) | BR-WI-CAY | 896B |
A-5
REMOTE ACCESS SERVICES ADDENDUM
TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and between each BlackRock Management Investment Company listed in Appendix A hereto (the “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).
State Street has developed and/or utilizes proprietary or third-party accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes available to its customers (the “Remote Access Services”).
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”) with access to State Street proprietary and third-party systems as may be offered by State Street from time to time (each, a “System”) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party vendors for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and
i
intellectual property rights of State Street and third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ii
Infringement
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.
Termination
Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at leastone-hundred and eighty (180) days prior written noticein the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer: (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
iii
LOAN SERVICES ADDENDUM
TO CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and between each BlackRock Management Investment Company listed in Appendix A hereto (the “Company”) and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”).
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by the Company.
SECTION 1.PAYMENT CUSTODY. If the Company wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement,
(a) the Company will cause the Custodian to be named as the Company’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b) the Custodian will credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
SECTION 2.MONITORING. If the Company wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a) the Company will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and
(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Company that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Company.
SECTION 3.EXCULPATIONOFTHE CUSTODIAN.
(a)Payment Custody and Monitoring.The Custodian will have no liability for any delay or failure by the Company or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Company or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
iv
(b)Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Company to have acquired good or record title to a Loan, (ii) ensure that the Company’s acquisition of the Loan has been authorized by the Company, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c)Miscellaneous.The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Company, unless and except to the extent that the Custodian shall have received written notice of the sale from the Company and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Company and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Company. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
v
Global Custody Network
Schedule A
JUNE 30, 2018
MARKET | SUBCUSTODIAN | ADDRESS | ||
Albania | Raiffeisen Bank sh.a. | Blv. “Bajram Curri” ETC – Kati 14 Tirana, Albania | ||
Argentina | Citibank, N.A. | Bartolome Mitre 530 1036Buenos Aires, Argentina | ||
Australia | The Hongkong and Shanghai Banking Corporation Limited | HSBC Securities Services Level 3, 10 Smith St., Parramatta, NSW2150, Australia | ||
Austria | Deutsche Bank AG (operating through its Frankfurt branch with support from its Vienna branch) | Fleischmarkt 1 A-1010Vienna, Austria
| ||
UniCredit Bank Austria AG | Global Securities Services Austria Rothschildplatz 1 A-1020Vienna, Austria | |||
Bahrain | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 1stFloor, Bldg. #2505 Road # 2832, Al Seef428 Kingdom of Bahrain | ||
Bangladesh | Standard Chartered Bank | Silver Tower, Level 7 52 South Gulshan Commercial Area Gulshan 1, Dhaka1212, Bangladesh | ||
Belgium | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch) | De Entree 195 1101 HEAmsterdam, Netherlands | ||
Benin | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Bermuda | HSBC Bank Bermuda Limited | 6 Front Street Hamilton,HM06, Bermuda |
STATE STREET CORPORATION 1
Federation of Bosnia and Herzegovina | UniCredit Bank d.d. | Zelenih beretki 24 71 000Sarajevo Federation of Bosnia and Herzegovina | ||
Botswana | Standard Chartered Bank Botswana Limited | 4th Floor, Standard Chartered House Queens Road The Mall Gaborone, Botswana | ||
Brazil | Citibank, N.A. | AV Paulista 1111 São Paulo,SP01311-920Brazil | ||
Bulgaria | Citibank Europe plc, Bulgaria Branch | Serdika Offices, 10th floor 48 Sitnyakovo Blvd. 1505Sofia, Bulgaria
| ||
UniCredit Bulbank AD | 7 Sveta Nedelya Square 1000Sofia, Bulgaria | |||
Burkina Faso | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Canada | State Street Trust Company Canada | 30 Adelaide Street East, Suite 800 Toronto, ON CanadaM5C 3G6 | ||
Chile | Itaú CorpBanca S.A. | Presidente Riesco Street # 5537 Floor 18 Las Condes, Santiago de Chile | ||
People’s Republic of China | HSBC Bank (China) Company Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 33rdFloor, HSBC Building, Shanghai IFC 8 Century Avenue Pudong, Shanghai, China (200120)
| ||
China Construction Bank Corporation | No.1 Naoshikou Street Chang An Xing Rong Plaza Beijing100032-33, China | |||
China Connect | Citibank N.A. | 39/F., Champion Tower 3 Garden Road Central, Hong Kong
| ||
The Hongkong and Shanghai Banking Corporation Limited | Level 30, HSBC Main Building 1 Queen’s Road Central, Hong Kong
| |||
Standard Chartered Bank (Hong Kong) Limited | 15thFloor Standard Chartered Tower 388 Kwun Tong Road Kwun Tong, Hong Kong | |||
Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 9A,No. 99-02 Bogotá DC, Colombia |
STATE STREET CORPORATION 2
Costa Rica | Banco BCT S.A. | 160 Calle Central Edificio BCT San José, Costa Rica | ||
Croatia | Privredna Banka Zagreb d.d. | Custody Department Radnička cesta 50 10000Zagreb, Croatia
| ||
Zagrebacka Banka d.d. | Savska 60 10000Zagreb, Croatia | |||
Cyprus | BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch) | 2 Lampsakou Str. 115 28Athens, Greece | ||
Czech Republic | Československá obchodní banka, a.s. | Radlická 333/150 150 57Prague 5, Czech Republic
| ||
UniCredit Bank Czech Republic and Slovakia, a.s. | BB Centrum – FILADELFIE Želetavská 1525/1 140 92Praha 4—Michle, Czech Republic | |||
Denmark | Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Danmark, Filial af Nordea Bank AB (publ), Sverige) | Strandgade 3 0900Copenhagen C, Denmark
| ||
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch) | Bernstorffsgade 50 1577Copenhagen, Denmark | |||
Egypt | HSBC Bank Egypt S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 6thFloor 306 Corniche El Nil Maadi, Cairo, Egypt | ||
Estonia | AS SEB Pank | Tornimäe 2 15010Tallinn, Estonia | ||
Finland | Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), Finnish branch) | Satamaradankatu 5 00500Helsinki, Finland
| ||
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch) | Securities Services Box 630 SF-00101Helsinki, Finland | |||
France | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch) | De Entree 195 1101 HEAmsterdam, Netherlands | ||
Republic of Georgia | JSC Bank of Georgia | 29a Gagarini Str. Tbilisi0160, Georgia | ||
Germany | State Street Bank International GmbH | Brienner Strasse 59 80333Munich, Germany | ||
Deutsche Bank AG |
Alfred-Herrhausen - Allee16-24 D-65760Eschborn, Germany |
STATE STREET CORPORATION 3
Ghana | Standard Chartered Bank Ghana Limited | P. O. Box 768 1st Floor High Street Building Accra, Ghana | ||
Greece | BNP Paribas Securities Services, S.C.A. | 2 Lampsakou Str. 115 28Athens, Greece | ||
Guinea-Bissau | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Hong Kong | Standard Chartered Bank (Hong Kong) Limited | 15thFloor Standard Chartered Tower 388 Kwun Tong Road Kwun Tong, Hong Kong | ||
Citibank Europe plc Magyarországi Fióktelepe | 7 Szabadság tér, Bank Center Budapest,H-1051Hungary | |||
Hungary | UniCredit Bank Hungary Zrt. | 6th Floor Szabadság tér5-6 H-1054Budapest, Hungary | ||
Iceland | Landsbankinn hf. | Austurstræti 11 155Reykjavik, Iceland | ||
India | Deutsche Bank AG | Block B1, 4th Floor, Nirlon Knowledge Park Off Western Express Highway Goregaon (E) Mumbai400 063, India | ||
The Hongkong and Shanghai Banking Corporation Limited |
11F, Building 3, NESCO - IT Park, NESCO Complex, Western Express Highway Goregaon (East), Mumbai400 063, India | |||
Indonesia | Deutsche Bank AG | Deutsche Bank Building, 4thfloor Jl. Imam Bonjol, No. 80 Jakarta10310, Indonesia | ||
Ireland | State Street Bank and Trust Company, United Kingdom branch | Quartermile 3 10 Nightingale Way EdinburghEH3 9EG, Scotland | ||
Israel | Bank Hapoalim B.M. | 50 Rothschild Boulevard Tel Aviv, Israel61000 | ||
Italy | Deutsche Bank S.p.A. | Investor Services Via Turati 27 – 3rd Floor 20121Milan, Italy |
STATE STREET CORPORATION 4
Ivory Coast | Standard Chartered Bank Côte d’Ivoire S.A. | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Japan | Mizuho Bank, Limited | Shinagawa Intercity Tower A 2-15-1, Konan,Minato-ku Tokyo108-6009, Japan | ||
The Hongkong and Shanghai Banking Corporation Limited |
HSBC Building 11-1 Nihonbashi3-chome, Chuo-ku Tokyo1030027, Japan | |||
Jordan | Standard Chartered Bank | Shmeissani Branch Al-Thaqafa Street, Building # 2 P.O. Box 926190 Amman11110, Jordan | ||
Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, 41 Kazibek Bi street, AlmatyA25T0A1, Kazakhstan | ||
Kenya | Standard Chartered Bank Kenya Limited | Custody Services Standard Chartered @ Chiromo, Level 5 48 Westlands Road P.O. Box 40984 – 00100 GPO Nairobi, Kenya | ||
Republic of Korea | Deutsche Bank AG | 18th Fl., Young-Poong Building 41Cheonggyecheon-ro Jongro-ku-, Seoul03188, Korea | ||
The Hongkong and Shanghai Banking Corporation Limited |
5F HSBC Building #37 Chilpae-ro Jung-gu, Seoul04511, Korea | |||
Kuwait | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra Tower, 37F P. O. Box 1683, Safat13017, Kuwait | ||
Latvia | AS SEB banka | Unicentrs, Valdlauči LV-1076Kekavas pag., Rigas raj., Latvia | ||
Lithuania | AB SEB bankas | Gedimino av. 12 LT 2600Vilnius, Lithuania | ||
Malawi | Standard Bank Limited | Kaomba Centre Cnr. Victoria Avenue & Sir Glyn Jones Road Blantyre, Malawi |
STATE STREET CORPORATION 5
Malaysia | Deutsche Bank (Malaysia) Berhad | Domestic Custody Services Level 20, Menara IMC 8 Jalan Sultan Ismail 50250Kuala Lumpur, Malaysia | ||
Standard Chartered Bank Malaysia Berhad |
Menara Standard Chartered 30 Jalan Sultan Ismail 50250Kuala Lumpur, Malaysia | |||
Mali | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Mauritius | The Hongkong and Shanghai Banking Corporation Limited | 6F HSBC Centre 18 CyberCity Ebene, Mauritius | ||
Mexico | Banco Nacional de México, S.A. | 3er piso, Torre Norte Act. Roberto Medellín No. 800 Col. Santa Fe Mexico, DF01219 | ||
Morocco | Citibank Maghreb S.A. | Zénith Millénium Immeuble1 Sidi Maârouf – B.P. 40 Casablanca20190, Morocco | ||
Namibia | Standard Bank Namibia Limited | Standard Bank Center Cnr. Werner List St. and Post St. Mall 2nd Floor Windhoek, Namibia | ||
Netherlands | Deutsche Bank AG | De Entree 195 1101 HEAmsterdam, Netherlands | ||
New Zealand | The Hongkong and Shanghai Banking Corporation Limited | HSBC House Level 7, 1 Queen St. Auckland1010, New Zealand | ||
Niger | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Nigeria | Stanbic IBTC Bank Plc. | Plot 1712 Idejo St Victoria Island, Lagos101007, Nigeria | ||
Norway | Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), filial i Norge) | Essendropsgate 7 0368Oslo, Norway | ||
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch) |
P.O. Box 1843 Vika Filipstad Brygge 1 N-0123Oslo, Norway |
STATE STREET CORPORATION 6
Oman | HSBC Bank Oman S.A.O.G. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 2ndFloor Al Khuwair P.O. Box 1727PC 111 Seeb, Oman | ||
Pakistan | Deutsche Bank AG | Unicentre – Unitowers I.I. Chundrigar Road P.O. Box 4925 Karachi -74000, Pakistan | ||
Panama | Citibank, N.A. | Boulevard Punta Pacifica Torre de las Americas Apartado Panama City, Panama0834-00555 | ||
Peru | Citibank del Perú, S.A. | Canaval y Moreyra 480 3rdFloor, San Isidro Lima27, Perú | ||
Philippines | Deutsche Bank AG | Global Transaction Banking Tower One, Ayala Triangle 1226Makati City, Philippines | ||
Poland | Bank Handlowy w Warszawie S.A. | ul. Senatorska 16 00-293Warsaw, Poland | ||
Bank Polska Kasa Opieki S.A. | 31 Zwirki I Wigury Street 02-091, Warsaw, Poland | |||
Portugal | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch) | De Entree 195 1101 HEAmsterdam, Netherlands | ||
Puerto Rico | Citibank N.A. | 235 Federico Costa Street, Suite 315 San Juan, Puerto Rico00918 | ||
Qatar | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road Doha, Qatar | ||
Romania | Citibank Europe plc, Dublin – Romania Branch | 8, Iancu de Hunedoara Boulevard 712042, Bucharest Sector 1, Romania | ||
Russia | AO Citibank | 8-10 Gasheka Street, Building 1 125047Moscow, Russia |
STATE STREET CORPORATION 7
Saudi Arabia | HSBC Saudi Arabia (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | HSBC Head Office 7267 Olaya - Al Murooj Riyadh12283-2255 Kingdom of Saudi Arabia | ||
Saudi British Bank (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
Prince Abdulaziz Bin Mossaad Bin Jalawi Street (Dabaab) Riyadh11413 Kingdom of Saudi Arabia | |||
Senegal | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Serbia | UniCredit Bank Serbia JSC | Jurija Gagarina 12 11070Belgrade, Serbia | ||
Singapore | Citibank N.A. | 3 Changi Business Park Crescent #07-00, Singapore486026 | ||
Slovak Republic | UniCredit Bank Czech Republic and Slovakia, a.s. | Ŝancová 1/A 813 33Bratislava, Slovak Republic | ||
Slovenia | UniCredit Banka Slovenija d.d. | Šmartinska 140 SI-1000Ljubljana, Slovenia | ||
South Africa | FirstRand Bank Limited | Mezzanine Floor 3 First Place Bank City Corner Simmonds & Jeppe Sts. Johannesburg2001 Republic of South Africa | ||
Standard Bank of South Africa Limited |
3rdFloor, 25 Pixley Ka Isaka Seme St. Johannesburg2001 Republic of South Africa | |||
Spain | Deutsche Bank S.A.E. | Calle de Rosario Pino14-16, Planta 1 28020Madrid, Spain | ||
Sri Lanka | The Hongkong and Shanghai Banking Corporation Limited | 24, Sir Baron Jayatilake Mawatha Colombo01, Sri Lanka | ||
Republic of Srpska | UniCredit Bank d.d. | Zelenih beretki 24 71 000Sarajevo Federation of Bosnia and Herzegovina | ||
Swaziland | Standard Bank Swaziland Limited | Standard House, Swazi Plaza Mbabane, SwazilandH101 | ||
Sweden | Nordea Bank AB (publ) | Smålandsgatan 17 105 71Stockholm, Sweden | ||
Skandinaviska Enskilda Banken AB (publ) |
Sergels Torg 2 SE-106 40Stockholm, Sweden |
STATE STREET CORPORATION 8
Switzerland | Credit Suisse (Switzerland) Ltd. | Uetlibergstrasse 231 8070Zurich, Switzerland | ||
UBS Switzerland AG |
Max-Högger-Strasse80-82 CH-8048Zurich-Alstetten, Switzerland | |||
Taiwan - R.O.C. | Deutsche Bank AG | 296Ren-Ai Road Taipei106Taiwan, Republic of China | ||
Standard Chartered Bank (Taiwan) Limited |
168 Tun Hwa North Road Taipei105, Taiwan, Republic of China | |||
Tanzania | Standard Chartered Bank (Tanzania) Limited | 1 Floor, International House Corner Shaaban Robert St and Garden Ave PO Box 9011 Dar es Salaam, Tanzania | ||
Thailand | Standard Chartered Bank (Thai) Public Company Limited | Sathorn Nakorn Tower 14thFloor, Zone B 90 North Sathorn Road Silom, Bangkok10500, Thailand | ||
Togo | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan17Côte d’Ivoire | ||
Tunisia | Union Internationale de Banques | 65 Avenue Bourguiba 1000Tunis, Tunisia | ||
Turkey | Citibank, A.Ş. | Tekfen Tower Eski Buyukdere Caddesi 209 Kat 3 Levent34394Istanbul, Turkey | ||
Deutsche Bank A.Ş. |
Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4 Levent34394Istanbul, Turkey | |||
Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road P.O. Box 7111 Kampala, Uganda | ||
Ukraine | JSC Citibank | 16-g Dilova St. Kyiv03150, Ukraine | ||
United Arab Emirates Dubai Financial Market | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | HSBC Securities Services Emaar Square Level 3, Building No. 5 P O Box 502601 Dubai, United Arab Emirates |
STATE STREET CORPORATION 9
United Arab Emirates Dubai International Financial Center | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | HSBC Securities Services Emaar Square Level 3, Building No. 5 P O Box 502601 Dubai, United Arab Emirates | ||
United Arab Emirates Abu Dhabi | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | HSBC Securities Services Emaar Square Level 3, Building No. 5 P O Box 502601 Dubai, United Arab Emirates | ||
United Kingdom | State Street Bank and Trust Company, United Kingdom branch | Quartermile 3 10 Nightingale Way EdinburghEH3 9EG, Scotland | ||
Uruguay | Banco Itaú Uruguay S.A. | Zabala 1463 11000Montevideo, Uruguay | ||
Vietnam | HSBC Bank (Vietnam) Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Centre Point 106 Nguyen Van Troi Street Phu Nhuan District Ho Chi Minh City, Vietnam | ||
Zambia | Standard Chartered Bank Zambia Plc. | Standard Chartered House Cairo Road P.O. Box 32238 10101, Lusaka, Zambia | ||
Zimbabwe | Stanbic Bank Zimbabwe Limited (as delegate of Standard Bank of South Africa Limited) | 3rd Floor Stanbic Centre 59 Samora Machel Avenue Harare, Zimbabwe |
STATE STREET CORPORATION 10
Depositories Operating in Network Markets
Schedule B
JUNE 30, 2018
MARKET | DEPOSITORY | TYPES OF SECURITIES | ||
Albania | Bank of Albania | Government debt | ||
Argentina | Caja de Valores S.A. | Equities, government and corporate bonds, and corporate money market instruments | ||
Australia | Austraclear Limited | Government securities, corporate bonds, and corporate money market instruments | ||
Austria | OeKB Central Securities Depository GmbH | All securities listed on Wiener Börse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities) | ||
Bahrain | Bahrain Clear Company | Equities | ||
Bangladesh | Bangladesh Bank | Government securities
| ||
Central Depository Bangladesh Limited | Equities and corporate bonds | |||
Belgium | Euroclear Belgium | Equities and most corporate bonds
| ||
National Bank of Belgium | Government securities, corporate bonds, and money market instruments | |||
Benin | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Bermuda | Bermuda Securities Depository | Equities, corporate bonds |
STATE STREET CORPORATION 1
Federation of Bosnia and Herzegovina | Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d.
| Equities, corporate bonds, government securities, money market instruments | ||
Botswana | Bank of Botswana | Government debt
| ||
Central Securities Depository Company of Botswana Ltd.
| Equities and corporate bonds | |||
Brazil | Brasil, Bolsa, Balcão S.A. (B3) [formerly known as Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP)]
| Corporate debt and money market instruments | ||
Brasil, Bolsa, Balcão S.A. (B3) [formerly known as BM&F BOVESPA Depository Services]
| Equities and corporate bonds tradedon-exchange | |||
Sistema Especial de Liquidação e de Custódia (SELIC) | Government debt issued by the central bank and the National Treasury | |||
Bulgaria | Bulgarian National Bank | Government securities
| ||
Central Depository AD | Eligible equities and corporate bonds | |||
Burkina Faso | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| |||
Canada | The Canadian Depository for Securities Limited | All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset- backed securities | ||
Chile | Depósito Central de Valores S.A. | Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments | ||
People’s Republic of China | China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches | A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open andclosed-end funds, convertible bonds, and warrants
| ||
China Central Depository and Clearing Co., Ltd. | Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds |
STATE STREET CORPORATION 2
Shanghai Clearing House | Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, enterprise bonds, certain issues of medium-term notes, commercial paper, and commercial bank bonds | |||
Colombia | Depósito Central de Valores | Securities issued by the central bank and the Republic of Colombia
| ||
Depósito Centralizado de Valores de Colombia S.A. (DECEVAL) | Equities, corporate bonds, money market instruments | |||
Costa Rica | Interclear Central de Valores S.A. | Securities traded on Bolsa Nacional de Valores | ||
Croatia | Središnje klirinško depozitarno društvo d.d. | Eligible equities, corporate bonds, government securities, and corporate money market instruments | ||
Cyprus | Central Depository and Central Registry | Equities, corporate bonds, dematerialized government securities, corporate money market instruments | ||
Czech Republic | Centrální depozitář cenných papírů, a.s. | All dematerialized equities, corporate debt, and government debt, excluding Treasury bills
| ||
Czech National Bank | Treasury bills | |||
Denmark | VP Securities A/S | Equities, government securities, corporate bonds, corporate money market instruments, warrants | ||
Egypt | Central Bank of Egypt | Treasury bills
| ||
Misr for Central Clearing, Depository and Registry S.A.E. | Eligible equities, corporate bonds, and Treasury bonds | |||
Estonia | Nasdaq CSD SE | All registered equity and debt securities | ||
Finland | Euroclear Finland | Equities, corporate bonds, government securities, money market instruments | ||
France | Euroclear France | Government securities, equities, bonds, and money market instruments | ||
Republic of Georgia | Georgian Central Securities Depository | Equities, corporate bonds, and money market instruments
| ||
National Bank of Georgia | Government securities | |||
Germany | Clearstream Banking AG, Frankfurt | Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates | ||
Ghana | Central Securities Depository (Ghana) Limited | Government securities and Bank of Ghana securities; equities and corporate bonds | ||
Greece | Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form Hellenic Central Securities Depository | Government debt Eligible listed equities, government debt, and corporate bonds |
STATE STREET CORPORATION 3
Guinea-Bissau | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Hong Kong | Central Moneymarkets Unit | Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments
| ||
Hong Kong Securities Clearing Company Limited | Securities listed or traded on the Stock Exchange of Hong Kong Limited | |||
Hungary | KELER Központi Értéktár Zrt. | Government securities, equities, corporate bonds, and investment fund notes | ||
Iceland | Nasdaq verðbréfamiðstöð hf. | Government securities, equities, corporate bonds, and money market instruments | ||
India | Central Depository Services (India) Limited | Eligible equities, debt securities, and money market instruments
| ||
National Securities Depository Limited | Eligible equities, debt securities, and money market instruments
| |||
Reserve Bank of India | Government securities | |||
Indonesia | Bank Indonesia | Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills)
| ||
PT Kustodian Sentral Efek Indonesia | Equities, corporate bonds, and money market instruments | |||
Ireland | Euroclear UK & Ireland Limited | GBP- andEUR-denominated money market instruments
| ||
Euroclear Bank S.A./N.V. | Government securities | |||
Israel | Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) | Government securities, equities, corporate bonds and trust fund units | ||
Italy | Monte Titoli S.p.A. | Equities, corporate debt, government debt, money market instruments, and warrants |
STATE STREET CORPORATION 4
Ivory Coast | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Japan | Bank of Japan – Financial Network System | Government securities
| ||
Japan Securities Depository Center (JASDEC) Incorporated | Equities, corporate bonds, and corporate money market instruments | |||
Jordan | Central Bank of Jordan | Treasury bills, government bonds, development bonds, and public entity bonds
| ||
Securities Depository Center | Equities and corporate bonds | |||
Kazakhstan | Central Securities Depository | Government securities, equities, corporate bonds, and money market instruments | ||
Central Bank of Kenya | Treasury bills and Treasury bonds | |||
Kenya
| Central Depository and Settlement Corporation Limited | Equities and corporate debt | ||
Republic of Korea | Korea Securities Depository | Equities, government securities, corporate bonds and money market instruments | ||
Kuwait | Kuwait Clearing Company KSC | Money market instruments, equities, and corporate bonds | ||
Latvia | Nasdaq CSD SE | Equities, government securities, corporate bonds, and money market instruments | ||
Lithuania | Nasdaq CSD SE | All securities available for public trading | ||
Malawi | Reserve Bank of Malawi | Reserve Bank of Malawi bills and Treasury bills, and equities | ||
Malaysia | Bank Negara Malaysia | Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments
| ||
Bursa Malaysia Depository Sdn. Bhd. | Securities listed on Bursa Malaysia Securities Berhad | |||
Mali | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
STATE STREET CORPORATION 5
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Mauritius | Bank of Mauritius | Government debt (traded through primary dealers)
| ||
Central Depository and Settlement Co. Limited | Listed and unlisted equity and debt securities (corporate debt andT-bills traded on the exchange) | |||
Mexico | S.D. Indeval, S.A. de C.V. | All securities | ||
Morocco | Maroclear | Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper | ||
Namibia | Bank of Namibia | Treasury bills | ||
Netherlands | Euroclear Nederland | Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds | ||
New Zealand | New Zealand Central Securities Depository Limited | Government securities, equities, corporate bonds, and money market instruments | ||
Niger | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Nigeria | Central Bank of Nigeria | Treasury bills and government bonds
| ||
Central Securities Clearing System Limited | Equities and corporate bonds traded on the Nigeria Stock Exchange | |||
Norway | Verdipapirsentralen ASA | All listed securities | ||
Oman | Muscat Clearing & Depository Company S.A.O.G. | Equities, corporate bonds, government debt | ||
Pakistan | Central Depository Company of Pakistan Limited | Equities and corporate bonds | ||
State Bank of Pakistan |
Government securities | |||
Panama | Central Latinoamericana de Valores, S.A. (LatinClear) | Equities, government and corporate debt, commercial paper, short-term securities | ||
Peru | CAVALI S.A. Institución de Compensación y Liquidación de Valores | All securities in book-entry form traded on the stock exchange |
STATE STREET CORPORATION 6
Philippines | Philippine Depository & Trust Corporation | Eligible equities and debt
| ||
Registry of Scripless Securities (ROSS) of the Bureau of the Treasury | Government securities | |||
Poland | Rejestr Papierów Wartościowych | Treasury bills
| ||
Krajowy Depozyt Papierów Wartościowych, S.A. | Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts | |||
Portugal | INTERBOLSA – Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. | All local Portuguese instruments | ||
Qatar | Qatar Central Securities Depository | Equities, government bonds and Treasury bills listed on the Qatar Exchange | ||
Romania | National Bank of Romania | Treasury bills and bonds
| ||
S.C. Depozitarul Central S.A. | Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds | |||
Russia | National Settlement Depository | Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and corporate debt denominated in RUB | ||
Saudi Arabia | Securities Depository Center Company | Equities, government securities, and Treasury bills | ||
Senegal | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Serbia | Central Securities Depository and Clearinghouse | All instruments | ||
Singapore | Monetary Authority of Singapore | Government securities
| ||
The Central Depository (Pte.) Limited | Eligible listed equities and eligible private debt traded in Singapore | |||
Slovak Republic | Centrálny depozitár cenných papierov SR, a.s. | All dematerialized securities | ||
Slovenia | KDD – Centralna klirinško depotna družba d.d. | All publicly traded securities |
STATE STREET CORPORATION 7
South Africa | Strate (Pty) Ltd. | Eligible equities, government securities, corporate bonds, money market instruments, and warrants | ||
Spain | IBERCLEAR | Government securities, equities, warrants, money market instruments, and corporate bonds | ||
Sri Lanka | Central Bank of Sri Lanka | Government securities
| ||
Central Depository System (Pvt) Limited | Equities and corporate bonds | |||
Republic of Srpska | Central Registry of Securities in the Republic of Srpska JSC | Government securities, equities, and corporate and municipal bonds | ||
Swaziland | Central Bank of Swaziland | Treasury bills and Treasury bonds | ||
Sweden | Euroclear Sweden AB | Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants
| ||
Switzerland | SIX SIS AG | Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants | ||
Central Bank of the Republic of China (Taiwan) | Government securities | |||
Taiwan - R.O.C. | Taiwan Depository and Clearing Corporation | Listed equities, short-term bills, and corporate bonds | ||
Tanzania | CSD & Registry Company Limited | Equities and corporate bonds | ||
Thailand | Thailand Securities Depository Company Limited | Government securities, equities and corporate bonds | ||
Togo | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
| ||
Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
Tunisia | Tunisie Clearing | All eligible listed securities | ||
Turkey | Central Bank of Turkey | Government securities
| ||
Central Registry Agency | Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds | |||
Uganda | Bank of Uganda | Treasury bills and Treasury bonds
| ||
Securities Central Depository | Equities, corporate bonds |
STATE STREET CORPORATION 8
Ukraine | National Depository of Ukraine | Equities, bonds, and money market instruments | ||
United Arab Emirates – Abu Dhabi | Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange | Equities, government securities, and corporate debt | ||
United Arab Emirates – Dubai Financial Market | Clearing, Settlement and Depository Division, a department of the Dubai Financial Market | Equities, government securities, and corporate debt listed on the DFM | ||
United Arab Emirates – Dubai International Financial Center | Central Securities Depository, owned and operated by NASDAQ Dubai Limited | Equities, corporate bonds, and corporate money market instruments | ||
United Kingdom | Euroclear UK & Ireland Limited | GBP- andEUR-denominated money market instruments | ||
Uruguay | Banco Central del Uruguay | Government securities | ||
Vietnam | Vietnam Securities Depository | Equities, government bonds,T-bills, corporate bonds, and public fund certificates | ||
Zambia | Bank of Zambia | Treasury bills and Treasury bonds
| ||
LuSE Central Shares Depository Limited | Treasury bonds, corporate bonds, and equities | |||
Zimbabwe | Chengetedzai Depository Company Limited | Equities and corporate bonds | ||
Reserve Bank of Zimbabwe | Treasury bills and Treasury bonds | |||
TRANSNATIONAL DEPOSITORIES | ||||
Euroclear Bank S.A./N.V. | Domestic securities from more than 40 markets | |||
Clearstream Banking, S.A. | Domestic securities from more than 50 markets |
STATE STREET CORPORATION 9
Global Custody Network Publications
Schedule C
Publication / Type of Information | Brief Description | |||
(scheduled update frequency) | ||||
The Guide to Custody in World Markets | An overview of settlement and safekeeping procedures, custody | |||
(regularmy.statestreet.com updates) | practices, and foreign investor considerations for the markets in | |||
which State Street offers custodial services. | ||||
Global Custody Network Review | Information relating to Foreign Subcustodians in State Street’s | |||
(updated annually onmy.statestreet.com) | Global Custody Network. The Review stands as an integral part | |||
of the materials that State Street provides to its U.S. mutual fund | ||||
clients to assist them in complying with SEC Rule17f-5. The | ||||
Review also gives insight into State Street’s market expansion | ||||
and Foreign Subcustodian selection processes, as well as the | ||||
procedures and controls used to monitor the financial condition | ||||
and performance of our Foreign Subcustodian banks. | ||||
Securities Depository Review | Custody risk analyses of the Foreign Securities Depositories | |||
(updated annually onmy.statestreet.com) | presently operating in Network markets. This publication is an | |||
integral part of the materials that State Street provides to its U.S. | ||||
mutual fund clients to meet informational obligations created by | ||||
SEC Rule17f-7. | ||||
Global Legal Survey | With respect to each market in which State Street offers custodial | |||
(updated annually onmy.statestreet.com) | services, opinions relating to whether local law restricts: |
(i) | access of a fund’s independent public accountants to books | |||
and records of a Foreign Subcustodian or Foreign Securities | ||||
System,
| ||||
(ii) | a fund’s ability to recover in the event of bankruptcy or | |||
insolvency of a Foreign Subcustodian or Foreign Securities | ||||
System,
| ||||
(iii) | a fund’s ability to recover in the event of a loss by a Foreign | |||
Subcustodian or Foreign Securities System, and
| ||||
(iv) | the ability of a foreign investor to convert cash and cash | |||
equivalents to U.S. dollars. |
STATE STREET CORPORATION 1
Subcustodian Agreements | Copies of the contracts that State Street has entered into with | |
(available onCD-ROM annually) | each Foreign Subcustodian that maintains U.S. mutual fund | |
assets in the markets in which State Street offers custodial | ||
services.
| ||
Global Market Bulletin | Information on changing settlement and custody conditions in | |
(daily or as necessary via email and on | markets where State Street offers custodial services. Includes | |
my.statestreet.com) | changes in market and tax regulations, depository | |
developments, dematerialization information, as well as other | ||
market changes that may impact State Street’s clients.
| ||
Foreign Custody Risk Advisories | For those markets where State Street offers custodial services | |
(provided as necessary and on | that exhibit special risks or infrastructures impacting custody, | |
my.statestreet.com) | State Street maintains market advisories to highlight those | |
unique market factors which might impact our ability to offer | ||
recognized custody service levels.
| ||
Foreign Custody Manager Material | Informational letters and accompanying materials, pursuant to | |
Change Notices | our role as Foreign Custody Manager, confirming State Street’s | |
(quarterly or as necessary and on | foreign custody arrangements, including a summary of material | |
my.statestreet.com) | changes with Foreign Subcustodians that have occurred during | |
the previous quarter. The notices also identify any material | ||
changes in the custodial risks associated with maintaining assets | ||
with Foreign Securities Depositories. |
Please contactGlobalMarketInformation@statestreet.com with questions about this document.
The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.
Copyright 2018 State Street Corporation
www.statestreet.com
STATE STREET CORPORATION 2